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ANNUAL REPORT 2019 2019 Annual Report

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ANNUAL REPORT 2019 2019 Annual Report ANNUAL REPORT 2019 2019 ANNUAL REPORT Contents Sovcomflot Group: Key Facts � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 4 2019 – Key events and achievements � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 6 Message from the Chairman of the Board of Directors � � � � � � � � � � � � � � � � � � � � � � � � � � 12 About the report Message from the President and Chief Executive Officer � � � � � � � � � � � � � � � � � � � � � 14 Annual report of Sovcomflot (PAO Sovcomflot, the Company) for 2019 1. About Sovcomflot Group � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 16 includes the operating results of PAO Sovcomflot and its subsidiary 1.1. Company profile � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 18 companies, referred to as Sovcomflot Group (SCF Group). It discloses the operational and financial results, and certain aspects of the ctivitya 1.2. Industry overview � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 20 and figures in the area of sustainable development. 1.2.1. Situation in global markets � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 20 The report is prepared in accordance with the requirements 1.2.2. Competitive position � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 27 of the Regulation on Information Disclosure by Issuers of Issue-Grade Securities approved by order of the Central Bank of the Russian Federation 2. Strategy � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 28 dated 30 December 2014 No. 454-P, by taking into account a model structure of the joint-stock company’s annual report, shares of which are in federal 2.1. Development strategy of Sovcomflot Group � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 30 ownership, approved by Resolution No. 1214 of the Russian Government 2.2. Long-Term Development Programme of Sovcomflot Group � � � � � � � � � � � � � � � � � � � � � � 31 dated 31 December 2010, and by taking into account the recommendations 2.3. Strategic decision-making structure � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 32 of the Corporate Governance Code of the Bank of Russia. 2.4. Key performance indicators The report is drawn up based on an analysis of the operational data of the Long-Term Development Programme � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 33 and figures of the financial statements of PAO Sovcomflot for 2019 prepared in accordance with International Financial Reporting Standards. Perimeter 3. Operating results � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 36 of the information disclosed in the report coincides with the consolidation perimeter for purposes of the statements preparation under IFRS. The report 3.1. Production activities � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 38 may contain discrepancies in calculation of shares, percentages, amounts due 3.1.1. Composition of the fleet � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 38 to rounding of estimates. 3.1.2. Operation of the fleet � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 39 The accuracy of information contained in this report is certified 3.1.3. Operating results � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 42 by the Auditing Commission of the Company. 3.2. Investment activities � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 45 On 7 April 2020 the 2019 annual report of PAO Sovcomflot was preliminarily 3.2.1. Dynamics of investments � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 45 approved by the Company’s Board of Directors (Minutes No. 192 of 8 April 2020) and approved by the Annual General Meeting of Shareholders. 3.2.2. Implementation of investment projects - Key results � � � � � � � � � � � � � � � � � � � � � � � � � � � � 47 3.2.3. Implementation of the shipbuilding programme� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 52 3.3. Innovative activities and R&D � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 53 Annual reports of PAO Sovcomflot for the previous years are available 3.3.1. Areas of innovative activities � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 53 on the Company’s website in the Investors section 3.3.2. Assessment of the innovative development performance � � � � � � � � � � � � � � � � � � � � � � 58 3.4. Financial results � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 59 3.4.1. Balance sheet indicators � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 59 3.4.2. Income statement indicators � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 60 3.4.3. Liquidity indicators � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 62 3.4.4. Credit rating of the Group � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 62 PAO «Sovcomflot» 1 2019 ANNUAL REPORT 4. Corporate governance � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 64 Annexes � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 126 4.1. Corporate governance system � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 66 1. Report on compliance with the principles and recommendations of the Bank of Russia Corporate Governance Code � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 127 4.2. General Meeting of Shareholders � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 71 2. Sovcomflot Group – Key risks � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 144 4.3. Board of Directors of PAO Sovcomflot � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 72 3. Participation of PAO Sovcomflot in commercial 4.3.1. Composition of the Board of Directors � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 72 and non-profit organisations � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 145 4.3.2 Activities of the Board of Directors in 2019 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 79 4. Major and interested-party transactions � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 146 4.3.3 Activities of the Board of Directors committees in 2019 � � � � � � � � � � � � � � � � � � � � � � � � � 82 5. Information on litigations involving PAO Sovcomflot � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 147 6. Information on the results of implementing orders 4.4. Chief Executive Officer and Executive Board of PAO Sovcomflot � � � � � � � � � � � � � � 85 of the Russian President and the Russian Government � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 148 4.5. Auditing Commission � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 89 7. List of key internal regulations serving 4.6. Compensation system for members of management bodies � � � � � � � � � � � � � � � � � � � � � 91 as the basis for the compilation of this Annual Report � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 154 4.6.1 Compensation of the Board of Directors members in 2019 � � � � � � � � � � � � � � � � � � � � � � 91 8. Non-Core Asset Sale Programme � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 155 4.6.2 Compensation of Executive Board members 9. General information about PAO Sovcomflot � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 156 and the Chief Executive Officer in 2019 � � � � � �.
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